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PUERTO RICO INDUSTRIAL, TOURIST,EDUCATIONAL, MEDICAL

& ENVIRONMENTAL CONTROL FACILITIES FINANCING AUTHORITY

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— TABLE OF CONTENTS —

Glossary of Terms 1

Description 2

Application Procedures 2-3

Reimbursement of Extraordinary Expenses 4

Refinancing of Existing Facilities 4

Abandonment Test 4

Financing Policy 4

General Instructions 4

Application for Project Approval 5

Exhibits to be Attached to AFICA Application for Project Approval 6-7

Exhibit A – Employment Profile 8

Exhibit B – Environmental and Pollution Control 9-10

AFICA • Lending Rules 11-13

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Glossary of Terms

AFICAThe Puerto Rico Industrial, Tourist, Educational, Medical, and Environmental Control Facilities Financing Authority (“AFICA”).

OBLIGOR*The entity primarily liable under a financing agreement with AFICA. In this case, it is normally a corporation doing business in Puerto Rico and seeking financing through AFICA for the development of a project.

GUARANTOR*Any person directly or indirectly liable under the provisions of a financing agreement with AFICA for the unpaid portion of the debtor’s AFICA obligations. The Guarantor is normally the parent or an affiliate of the debtor—defined as the Obligor.

INDUSTRIAL PROJECTAny structure, equipment, improvement, facility or system, and any land, building, structure, facility or any improvement thereon, or any combination thereof; whether under construction or to be constructed; and any real or personal property deemed necessary, or related, to or intended for: (a) manufacturing, processing, assembling, or warehousing of goods or materials, for sale or distribution but not including raw materials, goods in process, or stock-in-trade; (b) mercantile or commercial enterprise; (c) conducting industrial research or development activities; (d) tourist or recreational purposes; (e) agriculture purposes; and (f) any combination of the aforementioned.

MEDICAL PROJECTAny one or more buildings, structures, additions, extensions, improvements or other facilities, whether or not located on the same site or one

contiguous to it (including existing facilities), machinery, equipment, furnishing or other real or personal property suitable for use in connection with the supplying of health or medical care, including, but without limitation, to, general hospitals, sanatoriums and other specialized hospitals; facilities for emergency care, intensive care, and self-care; clinics; out-patient facilities; rehabilitation centers; alcohol and drug detoxification facilities; clinical, pathological, and other laboratories; dialysis centers; hospital research facilities; extended care facilities; nursing home facilities; convalescent centers, and related medical facilities including facilities and equipment that support or expand the services of same, such as diagnosis equipment, laundries, computers and the like.

EDUCATIONAL PROJECTAny one or more buildings, structures, additions, extensions, improvements or other facilities, whether or not they are located in the same place or next to it, machinery, equipment, furniture or other movable or real property which is adequate to be used to provide educational services duly accredited by the Council on Higher Education, in the case of higher education institutions, and the Department of Education, in the case of primary education institutions.

ENVIRONMENTAL CONTROL PROJECTAny structure, equipment, improvement, facility or system, and any land or any building, structure, facility or improvement thereon, or any combination thereof, whether under construction or to be constructed, or personal or real property deemed necessary or related to the control, abatement, or prevention of air, water, and land pollution. This includes solid waste disposal facilities.

* The Obligor and Guarantor are considered applicants during the AFICA Application process until the execution of the AFICA loan agreement.

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Description

AFICA is the Spanish acronym for the Puerto Rico Industrial, Tourist, Educational, Medical, and Environmental Control Facilities Financing Authority, a public corporation and instrumentality of the Commonwealth of Puerto Rico. AFICA was created to complement the multiple provisions of Puerto Rico’s industrial incentives programs.

AFICA was created on June 27, 1977 by the Act No. 121, as amended (“Act”), for the purpose of providing to the industrial, commercial, healthcare, tourism, commercial real-estate, environmental and educational sectors of the Puerto Rico economy a new source for financing to expand or develop new operations.

AFICA finances industrial (as defined by the Act, which includes commercial, research, tourist and agricultural projects), medical, educational, and environmental control projects, by selling limited obligation revenue bonds in private placement or on the open public bond markets (the “AFICA Financing”). The proceeds of the AFICA Financing are loaned by AFICA to the Obligor’s project as per the terms and conditions of the AFICA Financing. The loaned proceeds are, in turn, used by the Obligor to pay for the costs of the development of the project. The financing agreement calls for payments of principal and interest by the project owner to the AFICA Financing through a trustee. Interest and principal payments are applied to debt service on the bonds and to any other related financing costs.

Interest on AFICA bonds are exempt from taxes at the federal, state and local levels for residents of Puerto Rico and the United States subject to compliance with applicable Puerto Rico and United States tax laws and regulations.

APPROVAL REQUIREMENTAll AFICA Financings are subject to the consideration and approval from the Board of Directors of AFICA (“Board of Directors”), the Puerto Rico Fiscal Agency and Financial Advisory Authority (“AAFAF”), and when applicable, the Financial Oversight and Management Board for Puerto Rico.

Application ProceduresA. PRE-APPLICATION MEETINGPrior to submitting a project application to AFICA (“AFICA Application”), the Obligor and AFICA officers should arrange a pre-application meeting (“Meeting”). Parties present at the Meeting will include representatives from AFICA or AAFAF, the Obligor, the Guarantor, if any, and in some instances: (a) a financial consultant of the Obligor/Guarantor or (b) the financial institution of the Obligor/Guarantor.

The purpose of the Meeting is to inform AFICA of the project owner’s interest in an AFICA Financing and to describe the project to the AFICA’s officers. In addition, it helps to ensure that the application procedures to solicit an AFICA Financing are clearly understood and that the AFICA Application, when submitted, will be complete.

Another purpose of the Meeting is to reach an understanding among all parties that the project is of the type that may be considered by the Executive Director of AFICA (“Executive Director”) for submission to the Board of Directors. Although no decisions will be made, not even tentative, prior to a full consideration of the completed AFICA Application, AFICA may issue a letter conveying its comments about the project and the preparation of the AFICA Application. AFICA will enumerate any points of concern, which arise from information made available at the Meeting. The issuance of a letter with comments will not preclude AFICA from raising new questions and areas of concern after the AFICA Application is received.

Expenses directly related to the project expended by the Obligor prior to the Meeting, cannot be included in the AFICA Financing. However, project costs incurred after the Meeting may be included for approved AFICA Applications. Therefore, it is

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in the Obligor’s interest to schedule a Meeting early in the planning stages of the project.

The Meeting shall be in effect for a term of six months. In case Obligor continues interested to finance its project through AFICA, a new Meeting has to be arranged.

In the case of facilities that are under construction at the time of the Meeting, AFICA will not consider the financing of the completed portion of said project. However, it may consider financing the uncompleted portion of sold project provided that it is less than 50% complete at the time of the Meeting.

B. APPROVAL IN PRINCIPLE BY OTHER GOVERNMENT AGENCIES1. INDUSTRIAL PROJECTSNo AFICA Application for a commercial or Industrial Project will be officially received until the applicable governmental agency or department has approved in principle the proposed project, and a letter setting forth-such approval has been filed with AFICA. Tourist projects, which are included in the Act as industrial projects, should be endorsed by the Puerto Rico Tourism Company (or applicable governmental entity).2. MEDICAL PROJECTSIn the case of a hospital, clinic, or similar facility, no AFICA Application will be officially received until the Secretary of Health has issued a Certificate of Need and Convenience for the new facilities. All applications for a Medical Project must be accompanied by an approval in principle from the pertinent government agency having jurisdiction, whether the Department of Health, the Department of Social Services, and/or the Department of Addiction Services.3. EDUCATIONAL PROJECTSIn order to consider an AFICA Application for an Educational Project, the educational institution must be duly accredited by the Council on Higher Education and in the case of projects for primary education, by the Department of Education of the Commonwealth of Puerto Rico.4. ENVIRONMENTAL CONTROL PROJECTSNo AFICA Application for a Environmental Control Project will be officially received until the Environmental Quality Board has approved in principle the proposed project, and a letter of justification setting forth such approval has been filed with AFICA.

C. FORMAL AFICA APPLICATION PROCEDURES; REQUIRED DATA; INFORMATIONWhen preparing an AFICA Application for a project, the Obligor shall follow the information detailed on pages 6-7. Furthermore, the AFICA Application should contain details relating to the project, the Obligor, and any Guarantor, as follows:

1. Narrative description of the project to be financed.

2. Employment Profile.

3. Narrative as to how water, sewer, and electric services are to be provided.

4. An abandonment statement relating to other Puerto Rico facilities owned by the Obligor or the Guarantor.

5. The documents referred to in Paragraph B, above, related to approvals in principle from other government agencies.

6. Information as to financial responsibility of Obligor and Guarantor, including tax-exempt status, the project’s budget and its overall financing sources, and the Obligor and Guarantor’s capacity to repay the AFICA Financing.

D. FORMAL AFICAAPPLICATION - APPROVALThe Executive Director will submit the AFICA Application, together with his or her recommendations, to the Board of Directors for its consideration. If the Board of Directors approves the AFICA Application, the Executive Director shall notify the Obligor and issue a letter of intent. The Board of Director’s approval of an AFICA Application signifies the approval in principle of AFICA’s participation in the financing of the project. When the terms and conditions of the AFICA Financing are determined, and final documentation is drafted, the Board of Directors will consider the final approval, but is not obligated to grant it. Furthermore, all AFICA Financings are also subject to approval by AAFAF, and when applicable, by the Financial Oversight and Management Board for Puerto Rico.

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Reimbursement of Extraordinary ExpensesIf/when AFICA finds it necessary to incur in extraordinary expenses in connection with the consideration or approval of an AFICA Application, AFICA must be reimbursed for those expenses by the Obligor or the Guarantor. No expenditure will be made or committed by AFICA.

Refinancing of Existing FacilitiesA project may include facilities undergoing substantial improvements or additions. However, AFICA will not consider the refinancing of any facility placed in operation prior to the date of the Meeting, unless such refinancing is necessary to remove a legal impediment to the AFICA Financing of substantial improvements or additions to such facilities. The principal amount of the AFICA Financing used to refinance such facilities shall not exceed the amount required

to retire the obligations related to such legal impediment. In addition, the improvements or additions shall be physically joined to the facilities to be refinanced and shall be used for substantially the same purpose.

Abandonment TestAFICA will not consider the financing of a project which would cause or result in the abandonment of an existing facility of the Obligor or an affiliate of the Obligor elsewhere in Puerto Rico, unless the facility is to be abandoned because of obsolescence, lack of available labor, or site limitations.

Financing PolicyThe Board of Directors may determine, from time to time, which activities that are authorized by the Act are eligible for financing by an AFICA Financing as a matter of policy. The Board of Directors may also limit the size of the AFICA financing for a particular project.

GENERAL INSTRUCTIONSApplicants are urged to prepare this AFICA Application and submit the requested exhibits in the order and format indicated. This will expedite processing. The forms provided may be photocopies and, if the situation requires it, may be altered to fit particular needs. Kindly label each exhibit and section with the letter and nomenclature used in the application (for example: “A. Narrative Description of Project”, etc.)

Submit same to:

Executive DirectorAFICAPuerto Rico Fiscal Agency and Financial Advisory Authority BuildingPO Box 42001San Juan, Puerto Rico 00940-2001

For further instructions, contact an AFICA officer at the address above, by email at AFICA@aafaf.pr.gov or by telephone at (787) 722-2525.

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Application for Project ApprovalPursuant to Act No. 121, Approved June 27, 1977, as amended

__________________________________________________, a corporation duly organized under the laws

of ______________________________________________________ and qualified to do business in the

Commonwealth of Puerto Rico, hereby files with the Executive Director of the Puerto Rico Industrial, Tourist,

Educational, Medical, and Environmental Control Facilities Financing Authority this AFICA Application

including the Exhibits attached hereto for approval of its proposed Industrial Project described herein (the

“Project”) to be financed by an issue of bonds of the Authority. The undersigned hereby certify that they

are duly empowered and authorized to execute this AFICA Application and that all information contained

herein and in the exhibits is true and correct.

Guarantor Obligor

Name of Corporation Name of Corporation

Name of Officer Name of Officer

Title of Officer Title of Officer

Signature of Officer Signature of Officer

Date Date

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A. NARRATIVE DESCRIPTION OF PROJECTTo be prepared and certified by the Obligor setting forth in detail a full description of the project, including the following:

1. Description of the physical plant, the site, and the equipment. Kindly include any available drawings, site plot plans, and time schedules for construction and occupancy.

2. Description of the product or products to be manufactured, of the manufacturing processes, and/or other operations to be conducted at the project facility.

3. Narrative setting forth the reasons/needs for the project, with an analysis of the competition.

4. Description of the raw materials and intermediary goods to be used and/or manufactured, including their source of origin; how such goods or materials will be improved, assembled, or altered; what form the manufactured product(s) take(s) as finished product; and distribution of the finished product (method and expected principal destinations).

B. EMPLOYMENT PROFILE

1. The attached form for Exhibit A is to be completed by the Obligor and certified by an officer thereof.

The purpose of this Profile is to serve as a guideline for determining the employment information needed to assess economic impact and to provide the data from which the project’s average manufacturing wage can be derived. While the applying Obligor may alter the Employment Profile form to fit its individual situation, the Obligor must provide the information on wages and number of employees requested in the Employment Profile.

2. Submit a brief narrative setting forth the average and peak number of construction jobs to be created by the project and the time periods.

Exhibits to be Attached to an AFICA Application for Project Approval

C. CERTIFICATION OF THE MEDICAL FACILITYInclude as exhibit a Certificate of Need from the Secretary of Health (and/or the Secretary of Social Services, and/or the Secretary of Addiction Services) to the effect that the proposed medical facilities respond to a need in the area in which the project is to be located and that the project will alleviate or satisfy such need.

D. ENVIRONMENTAL CONSIDERATIONSGive a general description of the environmental aspects of the project, the permits required, the status of such permit applications and status of preparation of an Environmental Impact Statement. Include mention of pretreatment of water to be provided at the project before discharge to the Puerto Rico Aqueduct and Sewer Authority System or elsewhere.

The attached form for Exhibit B is to be completed and certified as correct. (For Industrial only).

E. NARRATIVE ON WATER, SEWER AND ELECTRIC POWER SERVICESA narrative as to how water, sewer and electric power services are being or will be provided to the project site.

F. ABANDONMENT STATEMENTAn abandonment statement certified by an officer of the Obligor to the effect that the development of the project will not cause or result in the abandonment of another facility in Puerto Rico, which is owned or operated by, or is an affiliate of, the Obligor. If the closing of any such facility is planned or anticipated but that abandonment has no cause and effect relationship with the proposed financing, the statement will report the planned closing and explain why that facility is being closed. If, in fact, a Puerto Rico facility is to be closed or abandoned as a result or cause of the proposed financing, the statement will provide the details thereof and demonstrate that the facility is being abandoned because of obsolescence, lack of available labor, site limitations, or other compelling reason.

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G. DESCRIPTION OF HOW ALL COMMONWEALTH STANDARDS WILL BE METInclude a synopsis of standards set by the Department of Health, and/or the Department of Social Services, and/or the Department of Addiction Services and a description of how such standards will be met.

H. ANALYSIS OF OBLIGOR’S CAPABILITY AND FINANCIAL RESOURCESThe Obligor must substantiate its ability and capability to operate the project successfully. Information is to be given on the Obligor’s experience, technology, management (including appropriate resumes), and any other aspect of the Obligor’s capabilities.

In addition, this section must include detailed financial information on the project, the Obligor, and the Guarantor, including the following:

1. Financial details on the project, with a breakdown of costs, and amounts and timing of investments.

2. Relationship of project to Obligor’s and/or Guarantor’s regular operations, services, etc., and rationale for the project in this context. If the project is a new venture, feasibility and market studies, analyses, and projections of the business are to be included. Other Puerto Rico facilities and interests must be identified, if any. Discussion of those facilities should set forth their relationship to the project.

3. Financial statements of the Obligor and Guarantor:(a) audited annual reports over past three

years,(b) I0-K reports over past three years, if

applicable,(c) last quarterly earnings report, and(d) any other information substantiating

financial resources and ability to meet future obligations, including those of the project.

4. If the AFICA Financing is to be guaranteed by a federal program, include copy of the application and a description of the status. Also include details of how Obligor intends to comply with the appropriate federal requirements.

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Total Employment:

Total Annual Payroll: $

Weighted hourly-wage average: $

Weighted weekly-wage average: $

NOTE: Explain any variances in the above with employment commitments as per tax exemption grants or application.

Exhibit A – Employment Profile

Professional Personnel Number of Employess Annual Wages/SalariesEnd of First Year End of Third Year End of First Year End of Third Year

Management & Admin.

Accounting

Other (specify)

Support Personnel Number of Employess Annual Wages/SalariesEnd of First Year End of Third Year End of First Year End of Third Year

Clerical

Transportation

Maintenance

Programmers

Other (specify)

Medical, Technical,Paraprofessional, and Number of Employess Annual Wages/SalariesResearch Personnel End of First Year End of Third Year End of First Year End of Third Year(by skills classification)

Management & Admin.

Accounting

Other (specify)

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Size of Fuel Combustion Unit (in BTU/Hour):

Exhibit B – Environmental and Pollution Control

II. PROCESS WATER

III. FUELS

A. CONSUMPTION OF FRESH WATER

Type of Fuel and Quantity Required

C. WASTE WATER DISCHARGES

B. SOURCE OF FRESH WATER

Volume Initial Ultimate

Average Daily (gallons per day)

Maximum Daily (gallons per day)

Peak Hour (gallons per hour)

Gas: Oil: Type:

Pounds per day:

Alternate Standby Fuel:

Gallons per day:

Sulfur Content:

Volume Initial Ultimate

Average Daily (gallons per day)

Maximum Daily (gallons per day)

Peak Hour (gallons per hour)

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IV. SOLID WASTES

A. Details on nature and amount of solid wastes which will be generated, by type of waste

B. Plans for handling, treating, or otherwise disposing of each waste type

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AFICA • LENDING RULES

SECTION 1: LEGAL BASISThe Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority (“AFICA”) was created on June 27, 1977 by the Puerto Rico Legislative Act No. 121, as amended (the “Act”). Section 5 of the Act provides AFICA with the tools to structure rules and regulations in connection with its functions and responsibilities. Pursuant to the foregoing, the Board of Directors of AFICA has authorized the creation of a single working document that compiles all of AFICA’s lending rules, as amended from time to time (the “AFICA Lending Rules”). The Board of Directors of AFICA is empowered to enact, amend and repeal these rules based on lending market conditions and the economic environment at the time they are enacted, amended or repealed. The Lending Rules contained in this document are those the Board of Directors of AFICA has approved for financings to be considered by said Board upon enactment thereof.

SECTION 2: ORDER OF PRIORITY

2.01: AFICA will consider AFICA bond issuances in the following order of priority:

FIRST: AFICA bond issuances for nonprofit entities or government entities for the following types of projects: educational, medical facilities, environmental, agricultural, tourist, and industrial projects that are not commercial projects.

SECOND: AFICA bond issuances for for-profit entities for the following types of projects: educational, medical, environmental, agricultural, tourist, and industrial projects that are not commercial projects.

THIRD: AFICA bond issuances for commercial projects, such as, commercial real estate (including shopping centers or similar types of projects).

SECTION 3: REFINANCINGThis Section only covers the refinancing of permanent debts and other types of existing debts of a project. This Section excludes the refinancing of interim loans for constructions whose financing is under the consideration of AFICA.

3.01: Existing AFICA bond issuances financings of First and Second Priority projects may be refinanced through AFICA. Other types of debts of First and Second Priority projects, except the refinancing of interim loans for constructions whose financing is under the consideration of AFICA, may be refinanced by AFICA, provided that these other debts: (i) are related to the previous development of the existing project, (ii) do not exceed 25% of the AFICA bond issuance, and (iii) the refinancing is necessary for the viability of the project.

3.02: Only the permanent debts of existing AFICA financings of Third Priority projects may be refinanced through AFICA. This prohibition does not apply to the refinancing of interim loans for constructions whose financing is to be considered by AFICA.

SECTION 4: CREDIT QUALITY FOR AN AFICA PUBLIC OFFERING

4.01: Any financing through an AFICA bond issue in the public-debt markets must have investment-grade rating from two credit rating agencies, one of which must be Standard & Poor’s or Moody’s. The AFICA bond issuance will be allowed to have only one rating when the bonds are issued in the U.S. tax exempt market (Market 103), or when it has a governmental or public corporation’s guarantee.

Unofficial Translation of Board of Directors Res. 2004-23, August 9, 2004 as amended by Res. 2006-06, March 30, 2006

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4.02: An AFICA bond issuance for a commercial project must be guaranteed at all times, until maturity, with a corporate guarantee or letter of credit, unless the AFICA bond issuance has two investment-grade ratings.

4.03: The guarantor (through corporate guarantee or letter of credit) must have an investment-grade rating at the time of the AFICA bond issuance.

4.04: The letter(s) of credit or corporate guarantee(s) may be substituted, provided that the new one has the same or a better rating than the outstanding AFICA bonds when the substitution or extension takes place, and is at least investment grade.

4.05: Direct loans may not be authorized for subsequent acquisition or refinancing by a commercial bank. Direct loans must meet the requirements described in the previous subsections and become part of the AFICA bonds collateral.

4.06: This Section 4 does not apply to private-placement bond issuances, which do not require registry with the United States of America Securities and Exchange Commission (“SEC”). The Board of Directors will establish, through resolution, the conditions and requirements for private-placement bond issuances.

SECTION 5: CAPITAL CONTRIBUTION

5.01: Commercial Projects will require a capital contribution of no less than fifteen percent (15%) of the total cost of the new project.

5.02: Capital contributions must be supported by a cash-capital contribution or land.

5.03: For capital contributions in land, an appraisal value will be accepted pursuant to an appraisal value report produced by an appraiser accepted and included in the list of qualified appraisers of the Puerto Rico Fiscal Agency and Financial Advisory Authority or AFICA, provided the report is dated within one year of the approval in principle of the project. The land value may not consider the improvements that are part of the development to be financed.

SECTION 6: PERMITTED FINANCED EXPENSES

6.01: Up to two percent (2.00%) of the principal of an AFICA bond issue may be used to finance the costs of the bond issuance.

6.02: The financed costs limit does not include: (i) the fee charged by AFICA, (ii) the costs to register, with the Property Registry, a real-estate mortgage securing

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the financing, nor (iii) the initial cost of the letter of credit or insurance policy. Such costs may be financed but will not be considered in the determination of the financed costs limit.

6.03: For AFICA bond issues of $20,000,000 or less, the financed cost of issuance may be up to three percent (3.00%) of the AFICA bond principal, subject to prior authorization of the Board of Directors upon approval in principle of the financing. The same exclusions described in Section 6.02 shall apply.

6.04: The following costs or expenses may not be financed with the proceeds of an AFICA bond issue: (i) professional services or other fees charged by the project developer and (ii) professional services charged by persons or entities with proprietary interests in the project or developer. Such prohibitions do not apply to environmental control or tourist projects.

SECTION 7: AFICA ISSUANCE FEE

7.01: AFICA will charge an issuance fee for every financing. This fee will be one percent (1.00%) of the principal amount of the bond issuance, if said issuance is sold in the local markets of the Commonwealth of Puerto Rico. If the AFICA bond issuance is sold (placed) on the tax-exempt markets of the United States of America, then the issuance fee will be one half of one percent (0.50%) of the principal amount of the issuance.